Lowell, the nation's first planned industrial city, was an early icon of America. One 19th-century foreign traveler was quoted that Niagara Falls and Lowell were the two things he would longest remember from his American journey, "the one the glory of American scenery, the other of American industry."

The city was born in 1822 after Boston merchant Francis Cabot Lowell had developed the power loom to manufacture not yarn but cloth. He and his successors needed power to set up factories, and discovered Lowell at the confluence of the Concord and Merrimack rivers. Impressed with the waterpower potential of the Pawtucket Falls, the Boston Associates launched construction of an entire company-planned town of textile mills, power canals and housing for young Yankee women and immigrant workers. By the 1830s, eight mill complexes employed 7,500 people where there had been nothing but a 30-foot waterfall a decade earlier. Visitors at the time were overwhelmed by the scale of the canal system and mills and impressed by the young female work force.

The state's fourth largest city, Lowell slumbered with the decline of its textile mills in the 20th century. It reawakened with the opening in 1978 of a National Historic Park, the nation's foremost tribute to the Industrial Revolution as well as the textile industry.

Although of great appeal to anyone into industrial history, labor conditions, the workings of canals and such, other interests are served as well. The New England Quilt Museum, 18 Shattuck St., the only quilt museum in the Northeast, features changing exhibitions. The Whistler House Museum of Art, 243 Worthen St., contains the Lowell Art Association's collection of New England art, which includes etchings by James McNeill Whistler, who was born in the house. The Jack Kerouac Commemorative honors the native son who became the best known of the "beat generation" writers.

Lowell National Historical Park, 246 Market St., Lowell.Local boosters thought big and went national in the 1970s to rejuvenate a city fallen on hard times. The result  a new kind of historical park  is a living museum based on the city's industrial, ethnic and architectural heritage. The national park encompasses rehabilitated cotton mills, industrial exhibits, worker housing, 5.6 miles of canals and several museums. Start at the park visitor center, which includes exhibits and a twenty-minute film, "Lowell: The Industrial Revelation." Park rangers lead narrated tours year-round, and boat and trolley tours are offered several times daily in summer. Reproductions of the 1901 electric trolley cars operate from early March to late November, shuttling passengers from the visitor center to the Boott Cotton Mills Museum, where the noise and vibrations of 88 power looms in the 1910-era weave room shock visitors. They learn how raw cotton is turned into cloth and can try their hand at carding, spinning and weaving. Exhibits on the second floor detail the Industrial Revolution, the production process, the impact on workers, memories of a city in decline and a presentation on the Lowell of today. The museum also includes the Tsongas Industrial History Center, where visitors can weave cloth on a four- harness loom, test waterwheels and work on an assembly line. Nearby in one of 70 boarding houses built for workers is the Patrick J. Morgan Cultural Center. Here the park's Working People Exhibit testifies to the role of labor in the making of the nation. It begins with rooms furnished as they were when the original Yankee "mill girls" lived there. Other exhibits trace the diverse cultures of Lowell's immigrants and the rise of organized labor.(978) 970-5000. Park open Monday-Saturday 9 to 5, Sunday 10 to 5, free. Boott Museum, $4. Boat and trolley tours by reservation, $6.

American Textile History Museum, 491 Dutton St., Lowell.The world's largest and most comprehensive textile museum moved from North Andover in 1997 into a restored textile machinery factory beside a canal. The re-creation of a 1700s felting mill, an 1870s woolen mill and a working 1950s factory weave room show the changes over three centuries of textile production. The museum displays 300 different spinning wheels, countless hand-powered tools and equipment, costumes, and five million fabric samples. The museum shop sells high-quality fabric products, some handmade and others woven on the premises.(978) 441-0400. Open Tuesday-Friday 9 to 4, Saturday-Monday 10 to 4. Adults, $5.

>>Dining Suggestions

La Boniche, 143 Merrimack St., Lowell. (978) 458-9473.

LAWRENCE

This city was established in 1845 when, as earlier in Lowell, Boston merchants developed a community of mills and canals along the Merrimack River. The river runs through the heart of the city, with long lineups of impressive but mostly abandoned mills on either side. The Lawrence Heritage State Park, 1 Jackson St., commemorates the history of the mills and the thousands of immigrants who made history here during the Bread and Roses Strike of 1912. The event is credited with sparking the American union movement, bringing about national reforms for worker rights. More than most, Lawrence today is a city of immigrants, especially from Asia.

>> Lawrence Dining Suggestions

Elizabeth's, 1 Mill St., Lawrence. (978) 738-8900.

ANDOVER

>> Andover Lodging and Dining Suggestions

Andover Inn, 4 Chapel St., Andover. (978) 475-5903.

>> Andover Dining Suggestions

Cassis, 16 Post Office Ave., Andover. (978) 474-8788.

NORTH SHORE

The picturesque North Shore wraps along the coastline from the New Hampshire Seacoast and Newburyport around Cape Ann to the northern suburbs of Boston.

Once one of the nation's leading seaports, this small city brimming with history is unusual in several respects. The architecturally stunning business district, rebuilt in brick following an 1811 fire, has been spared from urban renewal and remains the only homogeneous, late Federal-style downtown in the country. People come not only to shop in locally owned stores and galleries but also to study the architecture along Market Square, State Street, the Inn Street pedestrian mall and the Tannery shopping complex. They also come to view three miles of elegance along High Street, flanked by more buildings from the 17th, 18th and early 19th centuries on their original locations than any street in America.

The 1835 Custom House Maritime Museum at 25 Water St. focuses on shipbuilding, the U.S. Coast Guard (which was founded here) and local author John P. Marquand. The stark white, three-story Cushing House museum at 98 High St., operated by the Historical Society of Old Newbury, has 21 rooms of priceless paintings, furniture and accessories. But three quarters of the city of 16,300 is listed on the National Register, and the sum exceeds its individual parts.

East of town, the Parker River National Wildlife Refuge, a seven-mile stretch of barrier beach, marshes and dunes on Plum Island, is a haven for bird watchers, beachgoers and seekers of solitude. Its 4,662 acres harbor more than 300 species of birds along the Atlantic flyway.

West of town off Route 113 in West Newbury is the 285-acre Maudslay State Park, formerly the Mosely estate with two miles of frontage along the Merrimack River. It is notable for spectacular 19th-century ornamental gardens and one of the largest natural stands of mountain laurel in eastern Massachusetts.

One of oldest towns in the United States, Ipswich was settled in 1633 by John Winthrop Jr., son of the Massachusetts Bay Colony's first governor. The 58 pre-1725 houses still standing along High, East and Summer streets are among the oldest houses you're ever apt to see. For some, these may be upstaged by the awesome grandeur of the Crane Estate and the natural wonders of the Crane Beach and Wildlife Refuge.

Ipswich Historical Society Museums, 54 South Main St., Ipswich.Two of Ipswich's most historic structures are opened to the public by the Ipswich Historical Society. The timber-frame John Whipple House (1655) at 1 South Village Green, home of a prosperous Puritan family, is a superior example of First Period Architecture, the local term for houses prior to 1725. The interior harbors Colonial furnishings and decorative arts from the Massachusetts Bay Colony period and an unusual collection of American handmade bobbin pillow lace. In front is a housewife's garden planted with herbs grown in the 17th century. The Federal-style John Heard House Museum at 54 South Main was the elegant home of a family prominent in the China Trade. Built about 1800, it contains American and Asian furnishings, toys and a collection of artworks by Ipswich artist Arthur Wesley Dow. In the carriage house are several 19th-century carriages and sleighs.(978) 356-2811. Both houses open May-October, Wednesday-Saturday 10 to 4, Sunday 1 to 4; tours on the hour. Adults, $7.

The Crane Estate, 280 Argilla Road, Ipswich.Some of the Northeast's most scenic, historically important and ecologically diverse landscapes are revealed in the three distinct properties that comprise the Crane Estate. Castle Hill, Crane Beach and the Crane Wildlife Refuge were part of the seaside estate of Chicago industrialist Richard T. Crane Jr. Today, 2,100 coastal acres bounded by the Essex and Ipswich river estuaries are maintained by the Trustees of Reservations, a Massachusetts conservation organization. They are open to the public year-round for recreation, leisure and outdoor study. The top of Castle Hill holds one of the Crane family's two mansions, this one the landmark 59-room, Stuart-style summer retreat known as the Great House (1924). It replaced the original Italian villa they built in 1910 and was occupied by Crane's widow until her death in 1949. Guided tours show the library with 17th-century wood carvings by Grinling Gibbons, entire rooms shipped piece-by-piece from England, and luxurious bathrooms with Italian marble and sterling silver fixtures manufactured by the Crane Company. A formal, half-mile long grass mall called the Grand Allée stretches from the house to the ocean, and the estate trails and winding roads provides fascinating glimpses into architectural and landscape design styles over the years, from casino and Italian gardens to bowling green and maze. The four-mile-long Castle Neck Peninsula, known as Crane Beach, is one of the most beautiful, pristine barrier beaches anywhere. Seven miles of marked trails allow visitors to explore its dunes. The remarkable wildlife refuge, accessible only by boat, is a 680-acre patchwork of coastal and island habitats covering five islands in the Essex River Estuary and adjacent salt marshes.(978) 356-4351. www.thetrustees.org. Castle Hill grounds open daily, 9 to sunset, $5 per car; Great House open seasonally for guided tours on selected weekdays, adults $7. Crane Beach open daily, 8 to sunset; $5 to $20 per car, varying by season. Crane Wildlife Refuge open daily 9 to 4 by boat, free.

An early shipbuilding center along the Essex River, Essex offers a variety of riverfront attractions, from boat cruises to restaurants. The Essex Shipbuilding Museum, 66 Main St., portrays elements of the shipbuilding industry in an 1835 schoolhouse and a 1668 shipyard. Today, Essex calls itself America's Antique Capital, with more than 40 shops and a restoration center spread out along Routes 133 and 22.

>> Essex Lodging Suggestions

George Fuller House B&B, 148 Main St., Essex. (978) 768-7766 or (800) 477-0148.

Gloucester, established in 1623 as the first fishing outpost in the Massachusetts Bay Colony, wears without pretension its title as America's oldest seaport. It's a busy, working, rather rough-edged city and the largest remaining commercial fishing port.

The self-guided Gloucester Maritime Trail details four scenic journeys, each about a mile long, covering high points around Gloucester Harbor. The most popular is the Downtown Heritage Trail encompassing some of the city's oldest homes and landmarks. Included are the Fitz Hugh Lane House, the granite home of the famed seascape painter on a knoll with benches overlooking the water, and the 121-foot fishing Schooner Adventure (the last of Gloucester's great Grand Banks fishing schooners, open to the public on weekends). Here also is the Gloucester Marine Railways, part of the oldest continuously operating boatyard in America and a site used for the shore-side filming of Sebastian Junger's best-seller, The Perfect Storm. Painters Path in East Gloucester traces the footsteps of famous artists along East Main Street and Rocky Neck, the oldest continuously working art colony in America. The picturesque neck protrudes into Gloucester Harbor and holds many a cottage and gallery.

Gloucester is a major base for whale watching, with four major operators leading expeditions ten miles out to sea to the Stellwagen Bank natural marine sanctuary and Jeffrey's Ledge, two of the world's best whale-feeding grounds.

Beauport, 75 Eastern Point Blvd., Gloucester.This rambling mansion beside the ocean was built gradually by interior designer Henry Davis Sleeper to house his growing collection of decorative arts and furnishings. The result is a fantasy home of towers and gables that's as interesting inside as outside. Most of the 45 rooms are small, but each is decorated in a different style or period with a priceless collection of objects. Sleeper designed several rooms to house specific treasures: the round, two-story Tower Library accommodates a set of carved wooden draperies from a hearse; the Octagon Room matches an eight-sided table. The museum is operated by the Society for the Preservation of New England Antiquities.(978) 283-0800. Guided tours on the hour, Monday-Friday 10 to 4, mid-May to mid-September; daily, mid-September to mid-October. Adults $5, children $2.50.

Hammond Castle Museum, 80 Hesperus Ave., Gloucester.Inventor John Hays Hammond Jr. built this replica of a medieval castle in the late 1920s to house his collection of Roman, medieval and Renaissance art and objects. The 8,200 pipes of the largest organ ever built in a private home rise eight stories above the cathedral-like Great Hall. Visitors tour the unusual Renaissance dining room, Gothic and early American bedrooms, and an exhibit showing some of the inventions and patent models of a man reputed to be America's greatest inventor after Thomas Edison.(978) 283-7673. www.hammondcastle.org. Open Tuesday-Friday 10 to 4 and Saturday-Sunday 9 to 2, Memorial Day to Labor Day; Saturday-Sunday 9 to 4, rest of year. Adults $6.50, children $4.50.

Rockport, beyond Gloucester at the tip of Cape Ann, is more of a village and a seasonal resort. Discovered by artists  and tourists  following the Civil War, it defines the word quaint, especially around Dock Square and famed Bearskin Neck, where centuries-old fishing shacks have been converted into art galleries, shops and restaurants. Country lanes and charming homes hug the coast in neighborhoods from Land's End to Pigeon Cove. Yachts can be glimpsed from the narrow streets along the water in the quiet, English-looking hamlet of Annisquam.

For many, art is Rockport's compelling attraction. More than 200 artists make the town their home. An unassuming fishing shack on the wharf, called Motif No. 1, is outranked as an artist's image only by the Mona Lisa.

The Sandy Bay Historical Society and Museum shows early furnishings and exhibits on shipping, fishing, the local granite industry and Rockport history. It consists of the 1832 Sewall-Scripture House built of granite at 40 King St., a new wing and in the Old Castle, a 1715 saltbox on Granite Street.In Pigeon Cove at 52 Pigeon Hill St. is the Paper House, built 50 years ago of 215 thicknesses of specially treated newspapers. Chairs, desks, tables, lamps and other furnishings also are made of paper.

A few miles north of town is the 54-acre Halibut Point State Park, one of the most beautiful in Massachusetts, with trails and tidal pools and views of the sea everywhere. On clear days you can see Mount Agamenticus in Maine.

Salem was the capital of the Massachusetts Bay Colony from its founding in 1626, but is better known as "The Witch City," as every school child knows. During the celebrated witchcraft trials of 1692, a group of hysterical women and children caused nineteen innocent people to be sentenced to death. The dark brown and rather foreboding 1642 Witch House at 310½ Essex St., home of one of the judges, was the site of the preliminary witchcraft examination. Elements of the witchcraft heritage are portrayed tastefully at the National Park Service's excellent Salem Visitor Center and at the Peabody Essex Museum, and less so at more touristy attractions.

In the 18th century, Salem became a prosperous shipping center, and many elegant houses rose along Chestnut Street, a Registered National Historic Landmark that today is a showcase of grand old homes. Author Nathaniel Hawthorne's birthplace may be viewed at the House of Seven Gables. The Salem Maritime National Historic Site, 174 Derby St., preserves Salem's seafaring and merchant fleet heritage in wharves and buildings along the waterfront. Nearby, Pickering Wharf captures tourists with a changing array of shops and restaurants.

Peabody Essex Museum, East India Square, Salem.The oldest continuously operating museum in the country possesses some of the most important collections of art, architecture and culture from New England to Imperial China. Founded as the Salem East India Society at the peak of the China trade in 1799, the Peabody required members to collect "natural and artificial curiosities" from the far reaches of their merchant trade routes and has continued to collect aggressively ever since. The Asian-oriented Peabody and the New England-oriented Essex Institute across the street merged in 1992 to produce New England's largest treasure chest of exotica, as delivered by Salem sea captains from around the globe. Spread over two city blocks, it includes more than 30 galleries, eleven historic houses, four period gardens, two museum shops and a café. Many of the collections are extraordinary: its Asian export art collection, which embraces everything from an ornate moon bed to a teapot depicting a Malay village to minute scenes intricately carved into ivory, is the foremost in the world. The Japanese collection of household arts and crafts surpasses anything in Japan. The marine artworks and Native American exhibits are unparalleled. Some of the finest examples of New England architecture are on display in houses dating from 1684 to 1812. Incredibly, tucked away in storage have been more than two million objects unable to be shown for lack of space. The museum's $100 million expansion, due for completion in 2003, will allow visitors to see objects from all of the museum's permanent collections at the same time. Designed by noted architect Moshe Safdie, the 100,000-square-foot expansion includes a soaring atrium entry connecting various buildings, six art galleries, public gardens and a reconstructed 18th-century Qing dynasty house from China with its original furnishings.(978) 745-9500 or (800) 745-4054. www.pem.org. Open Monday-Saturday 10 to 5, Sunday noon to 5. Closed Monday, November-March. Adults, $10.

The House of the Seven Gables Historic Site, 54 Turner St., Salem.Salem's best-known attraction is the seven-gabled house of novel fame. Billed as the oldest surviving mansion in New England, it was started in 1668 by John Turner, a Salem sea captain. It's part of an historic site that includes seaside gardens and early houses, one of them Nathaniel Hawthorne's birthplace in 1804. Hawthorne visited the gabled house many times and became inspired to write about it. It's a fascinating place, especially for children, who find its secret staircase where they least expect it.(978) 744-0991. www.7gables.org. Open daily 10 to 5, to 7 in summer. Closed first two weeks of January. Adults $8, children $5.

Poised on a rocky headland jutting into the Atlantic, Marblehead is considered the jewel of the North Shore. Founded in 1629, it was one of the earliest and richest settlements in America. The more than 300 pre-Revolutionary structures in the half-mile-square Old Town remain in use today, making this a "real" historic town rather than a restored museum.

Among the attractions are the 1727 Old Town House that predates Boston's Faneuil Hall, the brick-towered Abbot Hall landmark (permanent home of the famous painting "The Spirit of '76"), the Lafayette House (whose corner was removed, legend has it, to let General Lafayette's carriage pass), the Fort Sewall harbor fortification and the second oldest Episcopal church still standing in this country.

Sailors have long been lured to Marblehead, which claims to be the birthplace of the American Navy and now the yachting capital of the nation. Some 2,500 pleasure craft bob at their moorings in Marblehead's harbor.

Jeremiah Lee Mansion, 161 Washington St., Marblehead.Step through the door of this impressive Georgian house and you're back in 1768  described by a Boston newspaper at the time as "the most elegant and costly home in the Bay State Colony." Almost every feature of the house, built by one of the richest traders in the local "codfish aristocracy," is original. The house is full of unique attributes and furnishings, from original fire backs and fireplace tiles to Colonial Revival gold draperies and important North Shore furniture. Most unusual is the exotic, hand-painted wallpaper created in England to exact specifications for the hallway and several grand chambers. The mahogany staircase with its free-standing landing is a focal point of the massive entry foyer. On either side are copies of portraits of Jeremiah and Martha Lee, among the few full-length portraits ever by John Singleton Copley. The bedchambers and servants' quarters on the third floor have been turned into museum rooms to display local artifacts, including dolls, children's furniture, shoes, a wonderful sea captain's crib and a room full of paintings by local folk artist J.O.J. Frost. Billed as the most beautiful Colonial mansion in the country, this is not to be missed.(781) 631-1768. Open mid-May through October, Monday-Saturday 10 to 4, Sunday 1 to 4. Adults, $5.

King Hooper Mansion, 8 Hooper St., Marblehead.Less awesome than the Jeremiah Lee Mansion around the corner, this is a much-used building that's headquarters of the Marblehead Arts Association. It's actually two structures joined together: the original built in 1728 and a Georgian front added in 1745. There are fourteen fireplaces, original Delft tiles, pumpkin pine floors, double dentil moldings and formal British gardens in the rear. But the home of the wealthy merchant trader who was respectfully nicknamed King by his sailors is not overly daunting  except perhaps for the arched brick wine cellar off the basement kitchen or the enormous third-floor ballroom, now a handsome display space for changing art exhibitions. The oldest piece in the house is a blanket chest from the 1600s.(781) 631-2608. Open Monday-Saturday 10 to 4, Sunday 1 to 5. Donation.